UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1997
------------------------------------------------------
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee Required]
For the transition period from _______________________ to ______________________
Commission File Number 0-27904
---------------------------------------------------------
ICON Cash Flow Partners, L.P., Series C
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3575099
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
600 Mamaroneck Avenue, Harrison, New York 10528-1632
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (914) 698-0600
-----------------------------
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class Name of each exchange on
which registered
- ------------------------------------ ----------------------------------------
- ------------------------------------ ---------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interests,
filed, pending effectiveness
- --------------------------------------------------------------------------------
(Title of class)
- --------------------------------------------------------------------------------
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
[X] Yes [ ] No
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1997
TABLE OF CONTENTS
Item Page
PART I
1. Business 3-5
2. Properties 5
3. Legal Proceedings 5
4. Submission of Matters to a Vote of Security Holders 5
PART II
5. Market for the Registrant's Securities and Related
Security Holder Matters 6
6. Selected Financial and Operating Data 6-7
7. General Partner's Discussion and Analysis of Financial
Condition and Results of Operations 8-10
8. Financial Statements and Supplementary Data 11-27
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 28
PART III
10. Directors and Executive Officers of the Registrant's
General Partner 28-29
11. Executive Compensation 30
12. Security Ownership of Certain Beneficial Owners
and Management 30
13. Certain Relationships and Related Transactions 30
PART IV
14. Exhibits, Reports and Amendments 31
SIGNATURES 32
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1997
PART I
Item 1. Business
General Development of Business
ICON Cash Flow Partners, L.P., Series C (the "Partnership") was formed in
June 1990 as a Delaware limited partnership. The Partnership commenced business
operations on its initial closing date, January 3, 1991, with the admission of
15,249.37 limited partnership units. Between January 4, 1991 and June 21, 1991
(the final closing date), 184,750.63 additional units were admitted bringing the
final admission to 200,000 units totaling $20,000,000 in capital contributions.
Between 1993 and 1996, the Partnership redeemed 1,530 limited partnership units.
In 1997 the Partnership redeemed 225 limited partnership units, leaving 198,245
limited partnership units outstanding at December 31, 1997. The sole general
partner is ICON Capital Corp. (the "General Partner").
The Partnership's original Reinvestment period expired on June 19, 1996,
five years after the Final Closing Date. The General Partner distributed a
Definitive Consent Statement to the Limited Partners to solicit approval of two
amendments to the Partnership Agreement. A majority of the limited partnership
units outstanding responded affirmatively and the amendments were adopted
accordingly. These amendments are effective from and after June 19, 1996 and are
as follows: (1) extend the Reinvestment Period for a maximum of four and one
half additional years and likewise delay the start and end of the Liquidation
Period, and (2) eliminate the Partnership's obligation to pay the General
Partner a portion of accrued and unpaid management fees, and any additional
management fees which would otherwise accrue during the future Liquidation
Period. The portion of the accrued and unpaid management fees that would be
payable to the General Partner will be returned to the Partnership in the form
of an additional capital contribution by the General Partner.
Narrative Description of Business
The Partnership is an equipment leasing income fund. The principal
investment objective of the Partnership is to obtain the maximum economic return
from its investments for the benefit of its limited partners. To achieve this
objective, the Partnership has and intends to continue to: (1) acquire a
diversified portfolio of short-term, high-yield investments; (2) make monthly
cash distributions to its limited partners from cash from operations, commencing
with each limited partner's admission to the Partnership, when cash is
available, continuing through the Reinvestment Period; (3) re-invest
substantially all undistributed cash from operations and cash from sales in
additional equipment and financing transactions during the Reinvestment Period;
and (4) sell the Partnership's investments and distribute the cash from sales of
such investments to its limited partners during the Liquidation Period. In
addition to acquiring equipment and entering into leases, the Partnership also
(1) acquires equipment already subject to leases originated by affiliated and
non-affiliated lessors and (2) enters into financing transactions, which are (i)
secured by the equipment financed and lease revenues therefrom (if any) and
additional collateral as deemed necessary by the credit review committee of the
General Partner, and (ii) evidenced by the irrevocable obligation of the
lessees.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1997
The equipment leasing industry is highly competitive. In initiating its
leasing transactions, the Partnership competes with leasing companies,
manufacturers that lease their products directly, equipment brokers and dealers
and financial institutions, including commercial banks and insurance companies.
Many competitors are larger than the Partnership and have access to more
favorable financing.
The Partnership has no direct employees. The General Partner has full and
exclusive discretion in management and control of the Partnership.
Lease and Financing Transactions
For the year ended December 31, 1996, the Partnership purchased and leased
or financed $2,230,768 of equipment with a weighted average initial transaction
term of 41 months. At December 31, 1997, the weighted average initial
transaction term of the portfolio was 47 months. A summary of the portfolio
equipment cost by category held at December 31, 1997 and 1996 is as follows:
<TABLE>
December 31, 1997 December 31, 1996
------------------------ ------------------------
Category Cost Percent Cost Percent
<S> <C> <C> <C> <C>
Restaurant equipment ........... $ 1,327,848 21.2% $ 1,383,351 12.0%
Retail systems ................. 1,267,109 20.2 2,837,463 24.7
Computer systems ............... 1,153,663 18.4 1,286,639 11.2
Office furniture & fixtures .... 1,032,816 16.5 1,061,720 9.2
Manufacturing & production ..... 601,794 9.6 750,314 6.5
Printing ....................... 237,459 3.8 237,459 2.1
Medical ........................ 186,032 3.0 3,058,534 26.6
Video production ............... 148,882 2.4 215,136 1.9
Telecommunications ............. 122,478 2.0 235,743 2.1
Construction ................... 71,035 1.1 71,035 .6
Automotive equipment ........... 65,560 1.0 101,211 .9
Copiers ........................ 50,566 .8 50,566 .4
Sanitation ..................... -- -- 147,542 1.3
Audio Equipment ................ -- -- 46,335 .4
Material handling .............. -- -- 15,324 .1
----------- ----- ----------- -----
$ 6,265,242 100.0% $11,498,372 100.0%
=========== ===== =========== =====
</TABLE>
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1997
There are no leases which individually represent greater than 10% of the
total portfolio equipment cost at December 31, 1997.
Item 2. Properties
The Partnership neither owns nor leases office space or equipment for the
purpose of managing its day-to-day affairs. The General Partner has exclusive
control over all aspects of the business of the Partnership, including providing
any necessary office space. As such, the General Partner is compensated for
services related to the management of the Partnership's business.
Item 3. Legal Proceedings
The Partnership is not a party to any pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the fourth
quarter of 1997.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1997
PART II
Item 5. Market for the Registrant's Securities and Related Security Holder
Matters
The Partnership's limited partnership interests are not publicly traded nor
is there currently a market for the Partnership's limited partnership interests.
It is unlikely that any such market will develop.
Number of Equity Security Holders
Title of Class as of December 31,
- -------------- ---------------------------------
1997 1996
---- ----
Limited partners 1745 1,757
General Partner 1 1
Item 6. Selected Financial and Operating Data
<TABLE>
Years Ended December 31,
-------------------------------------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Total revenues ........... $ 631,332 $ 1,170,549 $ 1,059,354 $ 2,136,954 $ 3,304,604
============= ============ ============ ============ ===========
Net income (loss) ........ $ 978,533 $ 923,727 $ 400,885 $ 246,465 $ (49,631)
============= ============ ============ ============ ===========
Net income (loss)
allocable to
limited partners ....... $ 968,748 $ 914,490 $ 396,876 $ 244,000 $ (49,135)
============= ============ ============ ============ ===========
Net income (loss)
allocable to
the General Partner .... $ 9,785 $ 9,237 $ 4,009 $ 2,465 $ (496)
============= ============ ============ ============ ===========
Weighted average
limited partnership
units outstanding ...... 198,332 198,551 199,558 199,900 199,992
============= ============ ============ ============ ===========
Net income (loss)
per weighted average
limited partnership unit $ 4.88 $ 4.61 $ 1.99 $ 1.22 $ (.25)
============= ============ ============ ============ ===========
Distributions to
limited partners ....... $ 1,784,993 $ 1,786,992 $ 1,796,363 $ 1,799,100 $ 2,466,667
============= ============ ============ ============ ===========
Distributions to the
General Partner ........ $ 18,030 $ 18,050 $ 18,144 $ 18,173 $ 24,916
============= ============ ============ ============ ===========
(continued on next page)
</TABLE>
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1997
<TABLE>
December 31,
-------------------------------------------------------------------
1997 1996 1995 1995 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Total assets ... $ 4,316,353 $ 6,643,704 $ 9,781,663 $18,016,023 $23,323,075
=========== =========== =========== =========== ===========
Partners' equity $ 3,861,494 $ 4,691,747 $ 5,583,431 $ 7,035,309 $ 8,606,117
=========== =========== =========== =========== ===========
</TABLE>
The above selected financial and operating data should be read in
conjunction with the financial statements and related notes appearing elsewhere
in this report.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1997
Item 7. General Partner's Discussion and Analysis of Financial Condition and
Results of Operations
The Partnership's portfolio consisted of a net investment in finance
leases, financings and equity investment in joint venture of 52%, 48% and 0% of
total investments at December 31, 1997 respectively, and 61%, 30% and 9% of
total investments at December 31, 1996, respectively.
Results of Operations
Years Ended December 31, 1997 and 1996
Revenues for the year ended December 31, 1997 were $631,332, representing a
decrease of $539,217 or 46% from 1996. The decrease in revenues resulted
primarily from a decrease in net gain on sales or remarketing of equipment of
$335,471 or 66% and a decrease in finance income of $238,875 or 42%. These
decreases were partially offset by an increase in interest income and other of
$29,101 or 42% from 1996 and an increase in income from equity investment in
joint venture of $6,028 or 39%. Net gain on sales or remarketing of equipment
decreased due to a decrease in the number of leases maturing, and the underlying
equipment being sold or remarketed, for which the proceeds received were in
excess of the remaining carrying value of the equipment. The decrease in finance
income resulted from a decrease in the average size of the portfolio from 1996
to 1997. The increase in interest income and other resulted from an increase in
the average cash balance and an increase in late charges received from 1996 to
1997. The increase in income from equity investment in joint venture resulted
from the gain recognized on the sale of the Partnership's investment.
Expenses for the year ended December 31, 1997 totaled a net credit of
$347,201, representing a change of $594,023 from 1996. The change in expenses
resulted primarily from a reversal of prior years accrued and unpaid management
fees of $471,463. This reversal was attributable to the solicitation of an
affirmative vote of the limited partners to amend the Partnership Agreement. The
amendment, which was adopted February 18, 1998 is effective from and after June
19, 1996 and specifically eliminates the Partnership's obligation to pay such
fees. The decrease in expenses also resulted from a decrease in administrative
expense reimbursements of $34,368 or 37%, a decrease in amortization of initial
direct costs of $6,912 or 100% and a decrease in interest expense of $11,921 or
71%. These decreases were partially offset by an increase in general and
administrative expense of $23,001 or 62% from 1996. Administrative expense
reimbursements and amortization of initial direct costs decreased due to a
decrease in the average size of the portfolio from 1996 to 1997. Interest
expense decreased due to the decrease in non-recourse notes payable from 1996 to
1997. The increase in general and administrative expense is due to an increase
in postage, printing and tax related expenses.
Net income for the year ended December 31, 1997 and 1996 was $978,533 and
$923,727, respectively. The net income per weighted average limited partnership
unit was $4.88 and $4.61 for 1997 and 1996, respectively.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1997
Results of Operations for the Years Ended December 31, 1996 and 1995
Revenues for the year ended December 31, 1996 were $1,170,549,
representing an increase of $111,195 or 11% from 1995. The increase in revenues
was primarily attributable to an increase in net gain on sales or remarketing of
equipment of $416,081 from 1995. The increase in revenues was partially offset
by a decrease in finance income of $187,108 or 25%, a decrease in income from
equity in joint venture of $88,397 or 85% from 1995. Although there was an
overall decrease in the total number of leases maturing in 1996 compared to
1995, net gain on sales or remarketing of equipment increased as the result of
the Partnership negotiating a 24 month lease extension on a lease for cafeteria
furniture, fixtures and equipment and several other lease extensions on various
hotel furniture, fixtures, and equipment. These transactions resulted in a total
net gain of $342,087. The decrease in finance income and income from joint
venture resulted from the decrease in the average size of the portfolio from
1995 to 1996. Interest income and other decreased primarily as a result of a
decrease in the average cash balance from 1995 and 1996.
Expenses for the year ended December 31, 1996 were $246,822,
representing a decrease of $411,647 or 66% from 1995. The decrease in expenses
was primarily attributable to a decrease in interest expense of $236,334, a
decrease in general and administrative expense of $70,172 or 65%, a decrease in
administrative expense reimbursements of $36,988 or 28%, a decrease in
management fees of $36,173 or 28%, and a decrease in amortization of initial
direct cost of $31,979 or 82 % from 1995. The decrease in interest expense
resulted from a decrease in the average debt outstanding from 1995 to 1996.
General and administrative expense, administrative expense reimbursements,
management fees and amortization of initial direct costs decreased due to a
decrease in the average size of the portfolio from 1995 to 1996. As a result of
an analysis of delinquency, an assessment of overall risk and a review of
historical loss experience, it was determined that no provision for bad debts
was required for the years ended December 31, 1996 and 1995.
Net income for the years ended December 31, 1996 and 1995 was $923,727 and
$400,885, respectively. The net income per weighted average limited partnership
unit was $4.61 and $1.99 for 1996 and 1995, respectively.
Liquidity and Capital Resources
The Partnership's primary sources of funds in 1997, 1996 and 1995 were net
cash provided by operations of $2,038,710, $1,987,290 and $391,072 and proceeds
from sales of equipment of $621,621, $1,289,421 and $3,058,969, respectively.
These funds were used to purchase equipment in 1996 and 1995, fund cash
distributions and make payments on borrowings. The Partnership intends to
purchase equipment until the end of the extended Reinvestment Period and
continue to fund cash distributions utilizing cash provided by operations and
proceeds from sales of equipment.
The Partnership's notes payable at December 31, 1996 totaled $994,354 and
consisted of $414,846 in non-recourse notes which were paid directly to the
lenders by the lessees and $579,508 in non-recourse residual value notes, which
were payable only to the extent residuals were realized. During 1997 notes
payable decreased due to the paydown of the non-recourse notes and the
termination of the non-recourse residual value notes.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1997
Cash distributions to the limited partners in 1997, 1996 and 1995, which
were paid monthly, totaled $1,784,993, $1,786,992 and $1,796,363, respectively,
of which $968,748, $914,490, and $396,876 was investment income and $816,245,
$872,502 and $1,399,487 was a return of capital, respectively. The monthly
annualized cash distribution rate for 1997, 1996 and 1995 was 9.00%, of which
4.88%, 4.61% and 1.99% was investment income and 4.12%, 4.39% and 7.01% was a
return of capital, respectively, calculated as a percentage of each partners'
initial capital contribution. The limited partner distribution per weighted
average unit outstanding in 1997, 1996 and 1995 was $9.00, of which $4.88, $4.61
and $1.99 was investment income and $4.12, $4.39 and $7.01 was a return of
capital, respectively.
The Partnership's original Reinvestment period expired on June 19, 1996,
five years after the Final Closing Date. The General Partner distributed a
Definitive Consent Statement to the Limited Partners to solicit approval of two
amendments to the Partnership Agreement. As of February 19, 1998, a majority of
the limited partnership units outstanding responded affirmatively and the
amendments were adopted accordingly. These amendments are effective from and
after June 19, 1996 and are as follows: (1) extend the Reinvestment Period for a
maximum of four and one half additional years and likewise delay the start and
end of the Liquidation Period, and (2) eliminate the Partnership's obligation to
pay the General Partner $529,125 of the $634,125 accrued and unpaid management
fees as of December 31, 1997 and all additional management fees which would
otherwise accrue during the future Liquidation Period. The remaining $105,000
unpaid management fees at December 31, 1997 is to be paid to the General Partner
and subsequently remitted back to the Partnership in the form of an additional
capital contribution by the General Partner.
As of December 31, 1997, except as noted above, there were no known trends
or demands, commitments, events or uncertainties which are likely to have any
material effect on liquidity. As cash is realized from operations, sales of
equipment and borrowings, the Partnership will continue to pay distributions
while retaining sufficient cash to meet its reserve requirements and recurring
obligations as they become due.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1997
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements
Page Number
Independent Auditors' Report 13
Balance Sheets as of December 31, 1997 and 1996 14
Statements of Operations for the Years Ended
December 31, 1997, 1996 and 1995 15
Statements of Changes in Partners' Equity for
the Years Ended December 31, 1997, 1996 and 1995 16
Statements of Cash Flows for the Years Ended
December 31, 1997, 1996 and 1995 17-19
Notes to Financial Statements 20-27
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Financial Statements
December 31, 1997
(With Independent Auditors' Report Thereon)
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Partners
ICON Cash Flow Partners, L.P., Series C:
We have audited the accompanying balance sheets of ICON Cash Flow Partners,
L.P., Series C (a Delaware limited partnership) as of December 31, 1997 and
1996, and the related statements of operations, changes in partners' equity and
cash flows for each of the years in the three-year period ended December 31,
1997. These financial statements are the responsibility of the partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ICON Cash Flow Partners, L.P.,
Series C as of December 31, 1997 and 1996, and the results of its operations and
its cash flows for each of the years in the three-year period ended December 31,
1997 in conformity with generally accepted accounting principles.
/s/ KPMG Peat Marwick LLP
----------------------------
KPMG Peat Marwick LLP
March __, 1998
New York, New York
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Balance Sheets
December 31,
<TABLE>
1997 1996
---- ----
Assets
<S> <C> <C>
Cash ......................................................... $ 2,186,149 $ 1,059,310
----------- -----------
Investment in finance leases
Minimum rents receivable ................................. 1,097,491 2,652,925
Estimated unguaranteed residual values ................... 189,833 1,228,841
Unearned income .......................................... (125,351) (315,242)
Allowance for doubtful accounts .......................... (88,499) (285,600)
----------- -----------
1,073,474 3,280,924
Investment in financings
Receivables due in installments .......................... 1,212,649 2,027,328
Unearned income .......................................... (149,103) (305,587)
Allowance for doubtful accounts .......................... (94,437) (23,420)
----------- -----------
969,109 1,698,321
Equity investment in joint venture ........................... -- 526,881
----------- -----------
Other assets ................................................. 87,621 78,268
----------- -----------
Total assets ................................................. $ 4,316,353 $ 6,643,704
=========== ===========
Liabilities and Partners' Equity
Accounts payable to General Partner and affiliates, net ...... $ 36,234 $ 510,716
Security deposits, deferred credits and accounts payable-other 418,625 446,887
Notes payable - non-recourse ................................. -- 994,354
----------- -----------
454,859 1,951,957
Commitments and Contingencies
Partners' equity (deficiency)
General Partner .......................................... (133,798) (125,553)
Limited partners (198,245 and 198,470 units outstanding,
$100 per unit original issue price in 1997 and 1996,
respectively) .......................................... 3,995,292 4,817,300
----------- -----------
Total partners' equity ....................................... 3,861,494 4,691,747
----------- -----------
Total liabilities and partners' equity ....................... $ 4,316,353 $ 6,643,704
=========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Statements of Operations
For the Years Ended December 31,
<TABLE>
1997 1996 1995
---- ---- ----
Revenues
<S> <C> <C> <C>
Finance income ............................... $ 335,198 $ 574,073 $ 761,181
Net gain on sales or remarketing
of equipment ............................... 175,860 511,331 95,250
Interest income and other .................... 98,934 69,833 99,214
Income from equity investment in joint venture 21,340 15,312 103,709
---------- ---------- ----------
Total revenues ............................... 631,332 1,170,549 1,059,354
---------- ---------- ----------
Expenses
General and administrative ................... 60,248 37,247 107,419
Administrative expense reimbursements
- General Partner .......................... 59,126 93,494 130,482
Management fees - General Partner ............ (471,463) 92,360 128,533
Interest ..................................... 4,888 16,809 253,143
Amortization of initial direct costs ......... -- 6,912 38,892
---------- ---------- ----------
Total expenses ............................... (347,201) 246,822 658,469
---------- ---------- ----------
Net income ...................................... $ 978,533 $ 923,727 $ 400,885
========== ========== ==========
Net income allocable to:
Limited partners ............................. $ 968,748 $ 914,490 $ 396,876
General Partner .............................. 9,785 9,237 4,009
---------- ---------- ----------
$ 978,533 $ 923,727 $ 400,885
========== ========== ==========
Weighted average number of limited
partnership units outstanding ................ 198,332 198,551 199,558
========== ========== ==========
Net income per weighted average
limited partnership unit ..................... $ 4.88 $ 4.61 $ 1.99
========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Statements of Changes in Partners' Equity
For the Years Ended December 31, 1997, 1996 and 1995
<TABLE>
Limited Partner Distributions
Return of Investment Limited General
Capital Income Partners Partner Total
(Per weighted average unit)
<S> <C> <C> <C> <C> <C>
Balance at
December 31, 1994 $ 7,137,914 $(102,605) $ 7,035,309
Cash distributions
to partners $7.01 $1.99 (1,796,363) (18,144) (1,814,507)
Limited partnership
units redeemed
(1,100 units) (38,256) - (38,256)
Net income 396,876 4,009 400,885
----------- --------- -----------
Balance at
December 31, 1995 5,700,171 (116,740) 5,583,431
Cash distributions
to partners $4.39 $4.61 (1,786,992) (18,050) (1,805,042)
Limited partnership
units redeemed
(330 units) (10,369) - (10,369)
Net income 914,490 9,237 923,727
----------- --------- -----------
Balance at
December 31, 1996 4,817,300 (125,553) 4,691,747
Cash distributions
to partners $4.12 $4.88 (1,784,993) (18,030) (1,803,023)
Limited partnership
units redeemed
(225 units) (5,763) - (5,763)
Net income 968,748 9,785 978,533
----------- --------- -----------
Balance at
December 31, 1997 $ 3,995,292 $(133,798) $ 3,861,494
=========== ========= ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Statements of Cash Flows
For the Years Ended December 31,
<TABLE>
1997 1996 1995
---- ---- ----
Cash flows from operating activities:
<S> <C> <C> <C>
Net income ........................................... $ 978,533 $ 923,727 $ 400,885
----------- ----------- -----------
Adjustments to reconcile net income to
net cash provided by operating activities:
Allowance for doubtful accounts .................... (126,084) -- 34,495
Finance income portion of receivables paid
directly to lenders by lessees ................... (14,028) (121,569) (370,961)
Amortization of initial direct costs ............... -- 6,912 38,893
Net gain on sales or remarketing of equipment ...... (175,860) (511,331) (95,250)
Interest expense on non-recourse financing
paid directly by lessees ......................... 4,888 -- 171,842
Interest expense accrued on non-recourse debt ...... -- 13,896 63,818
Collection of principal - non-financed receivables . 1,486,003 1,564,037 1,016,070
Income from equity investment in joint venture ..... (21,340) (15,312) (103,709)
Distribution from equity investment in joint venture 237,003 616,361 475,779
Change in operating assets and liabilities:
Accounts payable to General Partner
and affiliates, net ............................ (474,482) 43,688 102,673
Security deposits and deferred credits ........... (28,262) (390,339) (1,372,776)
Other, net ........................................... 172,339 (142,780) 29,313
----------- ----------- -----------
Total adjustments .............................. 1,060,177 1,063,563 (9,813)
----------- ----------- -----------
Net cash provided by operating activities ........ 2,038,710 1,987,290 391,072
----------- ----------- -----------
Cash flows from investing activities:
Proceeds from sales of equipment ..................... 621,621 1,289,421 3,058,969
Investment in joint venture .......................... -- -- (1,500,000)
Equipment and receivables purchased .................. -- (2,179,971) (2,073,940)
Proceeds from sale of investment in
joint venture ...................................... 275,294 -- --
----------- ----------- -----------
Net cash provided by (used in)
investing activities ........................... 896,915 (890,550) (514,971)
----------- ----------- -----------
(continued on next page)
</TABLE>
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Statements of Cash Flows (continued)
For the Years Ended December 31,
<TABLE>
1997 1996 1995
---- ---- ----
Cash flows from financing activities:
<S> <C> <C> <C>
Redemption of limited partnership units (5,763) (10,369) (38,256)
Cash distributions to partners ........ (1,803,023) (1,805,042) (1,814,507)
----------- ----------- -----------
Net cash used in financing activities .... (1,808,786) (1,815,411) (1,852,763)
----------- ----------- -----------
Net increase (decrease) in cash ....... 1,126,839 (718,671) (1,976,662)
Cash, beginning of year .................. 1,059,310 1,777,981 3,754,643
----------- ----------- -----------
Cash, end of year ........................ $ 2,186,149 $ 1,059,310 $ 1,777,981
=========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Statements of Cash Flows (Continued)
Supplemental Disclosures of Cash Flow Information
Interest expense of $4,888, $16,809 and $253,143 for the years ended
December 31, 1997, 1996 and 1995 consisted of: interest expense on non-recourse
financing accrued or paid directly to lenders by lessees of $4,888, $0 and
$235,660, respectively, and other interest paid or accrued of $0, $16,809 and
$17,483, respectively.
During the years ended December 31, 1997, 1996 and 1995, non-cash
activities included the following:
<TABLE>
1997 1996 1995
---- ---- ----
Principal and interest on finance receivables
<S> <C> <C> <C>
paid directly by lessee ................... $ (419,734) $1,173,063 $ 2,922,879
Principal and interest on non-recourse financing
paid directly by lessee ................... 419,734 (1,173,063) (2,922,879)
Decrease in notes payable - non-recourse
due to terminations ....................... (579,508) (412,183) (1,922,142)
Decrease in investment in finance leases due to
terminations .............................. 579,508 412,183 2,194,279
Decrease in security deposits and deferred
credits due to terminations ............... -- -- (272,137)
----------- ----------- -----------
$ -- $ -- $ --
=========== =========== ===========
</TABLE>
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Notes to Financial Statements
December 31, 1997
1. Organization
ICON Cash Flow Partners, L.P., Series C (the "Partnership") was formed on
June 22, 1990 as a Delaware limited partnership with an initial capitalization
of $2,000. It was formed to acquire various types of equipment, to lease such
equipment to third parties and, to a lesser degree, to enter into secured
financing transactions. The Partnership's offering period commenced on January
3, 1991 and by its final closing in 1991, 200,000 units had been admitted into
the Partnership with aggregate gross proceeds of $20,000,000. Between 1993 and
1996, the Partnership redeemed 1,530 limited partnership units. In 1997 the
Partnership redeemed 225 limited partnership units, leaving 198,245 limited
partnership units outstanding at December 31, 1997.
The General Partner of the Partnership is ICON Capital Corp. (the "General
Partner"), a Connecticut corporation. The General Partner manages and controls
the business affairs of the Partnership's equipment, leases and financing
transactions under a management agreement with the Partnership.
ICON Securities Corp., an affiliate of the General Partner, received an
underwriting commission on the gross proceeds from sales of all units. The total
underwriting compensation paid by the Partnership, including underwriting
commissions, sales commissions, incentive fees, public offering expense
reimbursements and due diligence activities was limited to 13% of the gross
proceeds received from the sale of the units. Such offering costs aggregated
$2,600,000, (including $1,013,120 paid to the General Partner or its affiliates)
and were charged directly to limited partners' equity.
Profits, losses, cash distributions and disposition proceeds are allocated
99% to the limited partners and 1% to the General Partner until each limited
partner has received cash distributions and disposition proceeds sufficient to
reduce its adjusted capital contribution account to zero and receive, in
addition, other distributions and allocations which would provide a 10% per
annum cumulative return, compounded daily, on its outstanding adjusted capital
contribution account. After such time, distributions will be allocated 90% to
the limited partners and 10% to the General Partner.
2. Amendment to Partnership Agreement
The Partnership's original Reinvestment period expired on June 19, 1996,
five years after the Final Closing Date. The General Partner distributed a
Definitive Consent Statement to the Limited Partners to solicit approval of two
amendments to the Partnership Agreement. As of February 19, 1998, a majority of
the limited partnership units outstanding responded affirmatively and the
amendments were adopted accordingly. These amendments are effective from and
after June 19, 1996 and are as follows: (1) extend the Reinvestment Period for a
maximum of four and one half additional years and likewise delay the start and
end of the Liquidation Period, and (2) eliminate the Partnership's obligation to
pay the General Partner $529,125 of the $634,125 accrued and unpaid management
fees as of December 31, 1997 and all additional management fees which would
otherwise accrue during the future Liquidation Period. The remaining $105,000
unpaid management fees at December 31, 1997 is to be paid to the General Partner
and subsequently remitted back to the Partnership in the form of an additional
capital contribution by the General Partner.
3. Significant Accounting Policies
Basis of Accounting and Presentation - The Partnership's records are
maintained on the accrual basis. The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
Leases - The Partnership accounts for owned equipment leased to third
parties as finance leases or operating leases. For finance leases, the
Partnership records, at the inception of the lease, the total minimum lease
payments receivable, the estimated unguaranteed residual values, the initial
direct costs related to the leases and the related unearned income. Unearned
income represents the difference between the sum of the minimum lease payments
receivable plus the estimated unguaranteed residual minus the cost of the leased
equipment. Unearned income is recognized as finance income over the terms of the
related leases using the interest method. For operating leases, equipment is
recorded at cost and is depreciated on the straight-line method over the lease
terms to their estimated fair market values at lease terminations. Related lease
rentals are recognized on the straight-line method over the lease terms. Billed
and uncollected operating lease receivables, net of allowance for doubtful
accounts, are included in other assets. Initial direct costs of finance leases
are capitalized and are amortized over the terms of the related leases using the
interest method. Initial direct costs of operating leases are capitalized and
amortized on the straight-line method over the lease terms. The Partnership's
leases have terms ranging from two to five years. Each lease is expected to
provide aggregate contractual rents that, along with residual proceeds, return
the Partnership's cost of its investments along with investment income.
Investment in Financings - Investment in financings represent the gross
receivables due from the financing of equipment plus the initial direct costs
related thereto less the related unearned income. The unearned income is
recognized as finance income and the initial direct costs are amortized over the
terms of the receivables using the interest method. Financing transactions are
supported by a written promissory note evidencing the obligation of the user to
repay the principal, together with interest, which will be sufficient to return
the Partnership's full cost associated with such financing transaction, together
with some investment income. Furthermore, the repayment obligation is
collateralized by a security interest in the tangible or intangible personal
property.
Disclosures About Fair Value of Financial Instruments - Statement of
Financial Accounting Standards ("SFAS") No. 107, "Disclosures about Fair Value
of Financial Instruments" requires disclosures about the fair value of financial
instruments. Fair value information with respect to the Company's assets and
certain non-recourse notes payable is not provided because (i) SFAS No. 107 does
not require disclosures about the fair value of lease arrangements, (ii) the
carrying value of financial assets other than lease related investments
approximates market value and (iii) fair value information concerning certain
non-recourse debt obligations is not practicable to estimate without incurring
excessive costs to obtain all the information that would be necessary to derive
a market interest rate on a lease by lease basis.
Investment in Joint Venture - The Partnership accounted for its investment
in joint venture under the equity method of accounting. The Partnership's
original investment was recorded at cost and was adjusted by its share of
earnings, losses and distributions thereafter. The Partnership liquidated its
investment in the joint venture in September 1997 and received $275,294 in
proceeds from the sale of its investment.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
Redemption of Limited Partnership Units - The General Partner consented to
the Partnership redeeming 100 limited partnership units during 1993, 1,100
limited partnership units during 1995, 330 limited partnership units during 1996
and 225 during 1997. The redemption amounts were calculated following the
specified redemption formula in accordance with the Partnership agreement.
Redeemed units have no voting rights and do not share in distributions. The
Partnership agreement limits the number of units which can be redeemed in any
one year and redeemed units may not be reissued. Redeemed limited partnership
units are accounted for as a deduction from partners equity.
Allowance for Doubtful Accounts - The Partnership records a provision for
bad debts to provide for estimated credit losses in the portfolio. The allowance
for doubtful accounts is based on an analysis of delinquency, an assessment of
overall risk and a review of historical loss experience. The Partnership's
write-off policy is based on an analysis of the aging of the Partnership's
portfolio, a review of the non-performing receivables and leases, and prior
collection experience. An account is fully reserved for or written off when such
analysis indicates that the probability of collection of the account is remote.
Impairment of Estimated Residual Values - In March 1995, the FASB issued
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of," which became effective beginning in 1996.
The Partnership's policy with respect to impairment of estimated residual
values is to review, on a quarterly basis, the carrying value of its residuals
on an individual asset basis to determine whether events or changes in
circumstances indicate that the carrying value of an asset may not be
recoverable and, therefore, an impairment loss should be recognized. The events
or changes in circumstances which generally indicate that the residual value of
an asset has been impaired are (i) the estimated fair value of the underlying
equipment is less than the Partnership's carrying value or (ii) the lessee is
experiencing financial difficulties and it does not appear likely that the
estimated proceeds from disposition of the asset will be sufficient to satisfy
the remaining obligation to the non-recourse lender and the Partnership's
residual position. Generally in the latter situation, the residual position
relates to equipment subject to third party non-recourse notes payable where the
lessee remits their rental payments directly to the lender and the Partnership
does not recover its residual until the non-recourse note obligation is repaid
in full.
The Partnership measures its impairment loss as the amount by which the
carrying amount of the residual value exceeds the estimated proceeds to be
received by the Partnership from release or resale of the equipment. Generally,
quoted market prices are used as the basis for measuring whether an impairment
loss should be recognized. As a result, the Partnership's policy with respect to
measurement and recognition of an impairment loss associated with estimated
residual values is consistent with the requirements of SFAS No. 121 and,
therefore, the Partnership's adoption of this Statement in the first quarter of
1996 had no material effect on the financial statements.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
Income Taxes - No provision for income taxes has been made as the liability
for such taxes is that of each of the partners rather than the Partnership.
Accounting Developments
New Accounting Pronouncements - In June 1996 the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards ("SFAS") No.
125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities." SFAS No. 125 establishes, among other things,
criteria for determining whether a transfer of financial assets is a sale or a
secured borrowing. SFAS No. 125 is effective for all transfers occurring after
December 31, 1997. The adoption of SFAS No. 125 did not have a material impact
on the Partnership's net income, partners' equity or total assets.
4. Investment in Joint Venture
The Partnership Agreement allows the Partnership to invest in joint
ventures with other limited partnerships sponsored by the General Partner
provided that the investment objectives of the joint ventures are consistent
with that of the Partnership.
On February 3, 1995, the Partnership and two affiliates, ICON Cash Flow
Partners, L.P., Series B ("Series B"), and ICON Cash Flow Partners L.P. Six
("L.P. Six") formed ICON Asset Acquisition L.L.C. I ("ICON Asset Acquisition
LLC") as a special purpose limited liability company. ICON Asset Acquisition LLC
was formed for the purpose of acquiring, managing and securitizing a portfolio
of leases. The Partnership, Series B and L.P. Six contributed $1,500,000 (13.39%
interest), $1,000,000 (8.93% interest) and $8,700,000 (77.68% interest),
respectively, to ICON Asset Acquisition LLC. On February 17, 1995, ICON Asset
Acquisition LLC purchased an existing portfolio of leases. The purchase price of
the portfolio totaled $27,854,266, and the underlying equipment consists of
graphic arts and printing equipment. On September 5, 1995, ICON Asset
Acquisition LLC securitized substantially all of its portfolio and became the
beneficial owner of a trust and the Prudential Insurance Company of America
("Prudential") the lender to the trust. On January 28, 1997, ICON Asset
Acquisition LLC re-financed its outstanding $7,780,000 obligation to Prudential
with proceeds it received from a loan from ICON Cash Flow Partners, L.P., Series
E (Series E), an affiliate of the Partnership.
On September 19, 1997 L.P. Six purchased, from the Partnership and Series
B, their investment in ICON Asset Acquisition LLC. The Partnership and Series
B's investments were purchased at book value, which approximated market value at
that time. ICON Asset Acquisition LLC became a 100% owned subsidiary of the L.P
Six. ICON Asset Acquisition LLC paid its obligation ($4,730,328) to Series E on
September 19, 1997. L.P Six transferred all of ICON Asset Acquisition LLC's
assets to its own account and dissolved ICON Asset Acquisition LLC in the fourth
quarter 1997.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
5. Receivables Due in Installments
Non-cancelable minimum annual amounts due on finance leases and financings
are as follows:
Finance
Year Leases Financings Total
1998 $ 608,103 $ 571,337 $1,179,440
1999 335,678 355,804 691,482
2000 146,489 243,261 389,750
2001 7,221 42,247 49,468
---------- ---------- ----------
$1,097,491 $1,212,649 $2,310,140
========== ========== ==========
6. Allowance for Doubtful Accounts
The Allowance for doubtful accounts related to the investments in finance
leases, financings and operating leases consisted of the following:
<TABLE>
Finance Operating
Leases Financings Leases Total
<S> <C> <C> <C> <C>
Balance at December 31, 1994 ....... $ 253,207 $ 23,420 $ 1,754 $ 278,381
Accounts written-off .......... (74,003) -- -- (74,003)
Recovery on accounts previously
written-off ................. 108,498 -- -- 108,498
Transfer within accounts ...... 1,754 -- (1,754) --
--------- --------- --------- ---------
Balance at December 31, 1995 ....... 289,456 23,420 -- 312,876
Accounts written-off .......... (12,308) -- -- (12,308)
Recovery on accounts previously
written-off ................. 8,452 -- -- 8,452
--------- --------- --------- ---------
Balance at December 31, 1996 ....... 285,600 23,420 -- 309,020
Accounts written-off .......... (114,805) (22,816) -- (137,621)
Recovery on accounts previously
written-off ................. 6,927 4,610 -- 11,537
Transfer within accounts ...... (89,223) 89,223 -- --
--------- --------- --------- ---------
Balance at December 31, 1997 ....... $ 88,499 $ 94,437 $ -- $ 182,936
========= ========= ========= =========
</TABLE>
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
7. Notes Payable
The Partnership had notes payable of $994,354 at December 31, 1996 as a
result of borrowings secured by equipment, which were repaid in 1997. Included
in these notes were notes payable non-recourse due to various third parties in
conjunction with the purchase and assignment of lease transactions as they
relate to residual sharing agreements.
8. Related Party Transactions
For the year ended December 31, 1997, as a result of the approval of the
amendments as discussed in Note 2, the Partnership reversed accrued and unpaid
management fees in the amount of $529,125. During the years ended December 31,
1996 and 1995, the Partnership accrued to the General Partner management fees of
$92,360 and $128,533. During the years ended December 31, 1997, 1996 and 1995
the Partnership paid or accrued to the General Partner administrative expense
reimbursements of $59,126, $93,494 and $130,482, respectively. These fees and
reimbursements were charged to operations.
In 1995, the Partnership and two affiliates, Series B and L.P. Six, formed
a joint venture, ICON Asset Acquisition LLC. In September 1997 ICON Asset
Acquisition LLC sold its entire investment in leases to L.P. Six. The proceeds
from the sale were used to pay off its obligation to Series E and purchase, from
the Partnership and Series B, their investment in ICON Asset Acquisition LLC.
The Partnership and Series B's investment was purchased at book value, which
approximated market value at that time. L.P. Six transferred all of ICON Asset
Acquisition LLC's assets to its own accounts and dissolved ICON Asset
Acquisition LLC.
There were no acquisition fees paid or accrued by the Partnership to the
General Partner for the years ended December 31, 1997, 1996 and 1995,
respectively.
9. Security Deposits and Deferred Credits
Security deposits and deferred credits at December 31, 1997 and 1996
include $284,012 and $426,379, respectively, of proceeds received on residuals
which will be applied upon final remarketing of the related equipment.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
10. Commitments and Contingencies
The Partnership has entered into residual sharing and remarketing
agreements with third party agents ("Agent"). Under these agreements, proceeds
from the sale or remarketing of equipment is shared between the Partnership and
Agent after certain hurdles are met. Residual sharing and remarketing agreements
typically cover a group of leases, or "Pools." The Partnership records residual
values at amounts equal to or less than the Partnership's share of first tier
proceeds. After the first tier has been met, second tier proceeds are retained
by the Agent and are used to satisfy related non-recourse residual value notes.
Proceeds in excess of the first and second tier proceeds are shared with the
Agent as specified in each individual remarketing agreement.
At December 31, 1997 there were no active residual sharing and remarketing
Pools.
For the years ended December 31, 1997 and 1996, the Partnership paid $0 and
$21,319, respectively, to third parties as their share under the agreements.
11. Tax Information (Unaudited)
The following reconciles the net income for financial reporting purposes
to income (loss) for federal income tax purposes for the years ended December
31:
<TABLE>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Net income per financial statements $ 978,533 $ 923,727 $ 400,885
Differences due to:
Direct finance leases 923,405 821,604 3,709,662
Depreciation (809,958) - (5,323,953)
Provision for losses (124,312) 1,856 396,827
Gain (loss) on sale of equipment (57,845) (9,703) 164,684
Management fee reversal (529,125) - -
Other (106,322) 30,619 2,122
--------- ---------- -----------
Partnership income (loss) for
federal income tax purposes $ 274,376 $1,768,103 $ (649,773)
========= ========== ===========
</TABLE>
As of December 31, 1997, the partners' capital accounts included in the
financial statements totaled $3,861,494 compared to the partners' capital
accounts for federal income tax purposes of $8,529,376 (unaudited). The
difference arises primarily from commissions reported as a reduction in the
partners' capital for financial reporting purposes but not for federal income
tax purposes, and temporary differences related to direct finance leases,
depreciation and provision for losses.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1997
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
PART III
Item 10. Directors and Executive Officers of the Registrant's General Partner
The General Partner, a Connecticut corporation, was formed in 1985. The
General Partner's principal offices are located at 600 Mamaroneck Avenue,
Harrison, New York 10528-1632, and its telephone number is (914) 698-0600. The
officers of the General Partner have extensive experience with transactions
involving the acquisition, leasing, financing and disposition of equipment,
including acquiring and disposing of equipment subject to operating leases and
full payout leases.
The manager of the Partnership's business is the General Partner. The
General Partner is engaged in a broad range of equipment leasing and financing
activities. Through its sales representatives and through various broker
relationships throughout the United States, the General Partner offers a broad
range of equipment leasing services, including tax-oriented leasing and
financing. In addition, the General Partner offers financial consulting and
placement services for which fees are earned as a result of successful
placements of various secured financings and mortgages.
The General Partner is performing or causing to be performed certain
functions relating to the management of the equipment of the Partnership. Such
services include the collection of lease payments from the lessees of the
equipment, releasing services in connection with equipment which is off-lease,
inspections of the equipment, liaison with and general supervision of lessees to
assure that the equipment is being properly operated and maintained, supervision
of maintenance being performed by third parties, monitoring performance by the
lessees of their obligations under the leases and the payment of operating
expenses.
The officers and directors of the General Partner are as follows:
Beaufort J.B. Clarke President, Chief Executive Officer and Director
Thomas W. Martin Executive Vice President and Director
Paul B. Weiss Executive Vice President
Gary N. Silverhardt Senior Vice President and Chief Financial Officer
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1997
Beaufort J. B. Clarke, age 51, is President, Chief Executive Officer and
Director of both the General Partner and ICON Securities Corp. (the
"Dealer-Manager"). Prior to his present position, Mr. Clarke was founder and the
President and Chief Executive Officer of Griffin Equity Partners, Inc. Mr.
Clarke formerly was an attorney with Shearman and Sterling and has over 20 years
of senior management experience in the United States leasing industry.
Thomas W. Martin, age 43, is Executive Vice President of both the General
Partner and the Dealer-Manager. Prior to his present position, Mr. Martin was
the Executive Vice President and Chief Financial Officer of Griffin Equity
Partners, Inc. Mr. Martin has over 13 years of senior management experience in
the leasing business, particularly in the area of syndication.
Paul B. Weiss, age 37, is Executive Vice President of the General Partner.
Mr. Weiss has been exclusively engaged in lease portfolio acquisitions since
1988 from his affiliations with Griffin Equity Partners (as Executive Vice
President and co-founder in 1993); Gemini Financial Holdings (as Senior Vice
President-Portfolio Acquisitions and a member of the executive committee from
1991-1993) and Pegasus Capital Corporation (as Vice President-Portfolio
Acquisitions).
Gary N. Silverhardt, age 37, is Senior Vice President and Chief Financial
Officer of the General Partner. He joined the General Partner in 1989. Prior to
joining the General Partner, Mr. Silverhardt was previously employed by Coopers
& Lybrand from 1985 to 1989, most recently as an Audit Supervisor. Prior to
1985, Mr. Silverhardt was employed by Katz, Schneeberg & Co. from 1983 to 1985.
Mr. Silverhardt received a B.S. degree from the State University of New York at
New Paltz in 1983 and is a Certified Public Accountant.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1997
Item 11. Executive Compensation
The Partnership has no directors or officers. The General Partner and its
affiliates were paid or accrued the following compensation and reimbursement for
costs and expenses for the years ended December 31, 1997, 1996 and 1995. See
Note 8 to the Financial Statements for a discussion of the credit amount in
management fee expense in 1997.
<TABLE>
Entity Capacity Type of Compensation 1997 1996 1995
------ -------- -------------------- ---- ---- ----
<S> <C> <C> <C>
ICON Capital Corp. General Partner Administrative expense
reimbursements $ 59,126 $ 93,494 $130,482
ICON Capital Corp. General Partner Management fees (471,463) 92,360 128,533
--------- -------- --------
$(412,337) $185,854 $259,015
=========- ======== ========
</TABLE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) The Partnership is a limited partnership and therefore does not have voting
shares of stock. No person of record owns, or is known by the Partnership
to own beneficially, more than 5% of any class of securities of the
Partnership.
(b) As of March 20, 1998, Directors and Officers of the General Partner do not
own any equity securities of the Partnership.
(c) The General Partner owns the equity securities of the Partnership set forth
in the following table:
Title of Class Amount Beneficially Owned Percent of Class
------------------------------------------------------------------------
General Partner Represents initially a 1% and 100%
Interest potentially a 10% interest in
the Partnership's income, gain
and loss deductions.
Profits, losses, cash distributions and disposition proceeds are allocated
99% to the limited partners and 1% to the General Partner until each investor
has received cash distributions and disposition proceeds sufficient to reduce
its adjusted capital contribution account to zero and receive, in addition,
other distributions and allocations which would provide a 10% per annum
cumulative return, compounded daily, on the outstanding adjusted capital
contribution account. After such time, the distributions will be allocated 90%
to the limited partners and 10% to the General Partner.
Item 13. Certain Relationships and Related Transactions
None other than those disclosed in Item 11 herein.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1997
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1. Financial Statements - See Part II, Item 8 hereof.
2. Financial Statement Schedule - None.
Schedules not listed above have been omitted because they are not
applicable or are not required or the information required to be set
forth therein is included in the Financial Statements or Notes thereto.
3. Exhibits - The following exhibits are incorporated herein by reference:
(i) Amended and Restated Agreement of Limited Partnership (Incorporated by
reference to Exhibit A to Amendment No. 2 to Form S-1 Registration
Statement No. 2-99858 filed with the Securities and Exchange
Commission on December 12, 1986).
(ii) Certificate of Limited Partnership of the Partnership (Incorporated
herein by reference to Exhibit 3.01 to Form S-1 Registration Statement
No. 2-99858 filed with the Securities and Exchange Commission on
August 23, 1985 and to Exhibit 3.01 to Amendment No. 1 to Form S-1
Registration Statement No. 2-99858 filed with the Securities and
Exchange Commission on August 27, 1986).
(iii)Form of Management Agreement between the Partnership and Crossgate
Leasing, Inc. (Incorporated herein by reference to Exhibit 10.01 to
Amendment No. 1 to Form S-1 Registration Statement No. 2-99858 filed
with the Securities and Exchange Commission on August 27, 1986).
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Partnership during the year
ended December 31, 1997.
<PAGE>
ICON Cash Flow Partners, L.P., Series C
(A Delaware Limited Partnership)
December 31, 1997
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Partnership has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ICON CASH FLOW PARTNERS, L.P., Series C
File No. 33-36376 (Registrant)
By its General Partner, ICON Capital Corp.
Date: March 31, 1998 /s/ Beaufort J.B. Clarke
------------------------
Beaufort J.B. Clarke
President, Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacity and on the dates indicated.
ICON Capital Corp.
sole General Partner of the Registrant
Date: March 31, 1998 /s/ Beaufort J.B. Clarke
------------------------
Beaufort J.B. Clarke
President, Chief Executive Officer and Director
Date: March 31, 1998 /s/ Thomas W. Martin
--------------------
Thomas W. Martin
Executive Vice President and Director
Date: March 31, 1998 /s/ Gary N. Silverhardt
-----------------------
Gary N. Silverhardt
Senior Vice President and Chief Financial Officer
(Principal Financial and Account Officer)
Supplemental Information to be Furnished With Reports Filed Pursuant to Section
15(d) of the Act by Registrant Which have not Registered Securities Pursuant to
Section 12 of the Act
No annual report or proxy material has been sent to security holders. An annual
report will be sent to the limited partners and a copy will be forwarded to the
Commission.
<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000866878
<NAME> ICON Cash Flow Partners, L.P., Series C
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 2,186,149
<SECURITIES> 0
<RECEIVABLES> 2,310,140
<ALLOWANCES> 182,936
<INVENTORY> 0
<CURRENT-ASSETS> * 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,316,353
<CURRENT-LIABILITIES> ** 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,861,494
<TOTAL-LIABILITY-AND-EQUITY> 4,316,353
<SALES> 532,398
<TOTAL-REVENUES> 631,332
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (352,089)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,888
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 978,533
<EPS-PRIMARY> 4.88
<EPS-DILUTED> 4.88
<FN>
* The Partnership has an unclassified balance sheet in its financial
statements due to the nature of its industry. A value of "0" was used for
current assets and liabilities.
** The Partnership has an unclassified balance sheet in its financial
statements due to the nature of its industry. A value of "0" was used for
current assets and liabilities.
</FN>
</TABLE>
